Dimension: Earth
by The Lightning Flash
Summary: An Ace Lightning Captain Planet crossover. Don't ask. The Planeteers are summoned to an Ecoemergency in Conestoga Hills. It's finished!
1. Default Chapter

**A.N./ I haven't watched Captain Planet in eight years, so I apologize to any die-hard 'Teers out there for my mistakes! Many thanks to Sarah Frost for being a wonderful Beta reader, and for help with ideas.**

**Disclaimer: I don't own Ace Lightning or Captain Planet.**

"Planeteers, we have an Eco-emergency!"

The five ecological-minded kids, called the Planeteers, were assembled in their headquarters on Hope Island, a tropical paradise almost untouched by humans. They were listening to Gaia, the spirit of the earth, tell them about their next job. Gaia had selected the five youth from all over the world and sent them a ring. When they put it on their fingers they were transported to Hope Island and told that they'd been chosen to be protectors of the planet earth. To stop the pollution and waste that an ignorant society was producing became their life goals. Each ring held a special power to help them with their mission.

"What is it?" Kwame, whose ring gave him the power of earth, was the unofficial leader of the group. The young African was a true conservationist.

"There is a factory, belonging to the Rat-Rid company of America, that produces highly toxic waste. They then illegally pay someone to dump it in the ocean." Gaia said.

"What?" Gi, an Asian girl whose power was water, loved the ocean and all that lived in it, especially dolphins. "How could they do that?"

"All too easily, I am afraid. That is why you need to stop it."

"Then, let's go!" Wheeler's power, fire, suited the New Yorker's hotheaded personality and red hair perfectly.

"Hold on a minute, Yankee," laughed Linka, the blonde girl from Eastern Europe, who had the power of wind.

"Where is this factory, Gaia?" asked Ma-Ti, the youngest Planeteer. He had been raised in the Amazon and had the most important power of all, heart. His pet monkey, Suchi, chattered busily from his perch on Ma-Ti's shoulder.

"In the small town of Conestoga Hills, America."

* * *

"This is Kat Adams, reporting from the protest against the Rat-Rid America Company, for the Conestoga Hills high school paper." The blonde girl spoke breathlessly into her mini tape recorder. Another group of angry citizens arrived, carrying anti Rat-Rid signs. She ran a hand through her hair and moved out of their path. Ever since the people of Conestoga Hills had found out about Rat-Rid's underhanded dealings, they had held regular protests, but this was the biggest so far. 

She asked a nearby man, "Excuse me, sir, I was wondering if I could ask you a few questions?" but she was ignored.

It had been like that since she got there. Everyone she had tried to interview was either too caught up in the excitement, or had just come for the fun of it and didn't actually know anything. Kat groaned and tipped her head back in annoyance. She was about to try asking someone else when she saw something in the sky, two distant silhouettes hovering in mid-air. Kat knew at once who they were: Ace and Sparx, her boyfriend Mark's superhero buddies.

"It looks pretty wild to me, Ace," said Sparx.

They were surveying the scene below them with confusion, trying to work out if the people down there were in trouble or not.

"Yeah, but is it worth being seen by everyone there if they're not in danger?" Ace knew Sparx was eager for a good fight. He felt a bit like that himself, it had been a while.

"But what if Fear's there?" They'd been looking for Fear day and night since he'd escaped from the carnival.

"Why would Fear be at the . . ." Ace squinted as he read the distant sign, "Rat-Rid America company?"

"I dunno, same reason as he came to this dimension in the first place, to cause trouble."

Ace sighed. He'd been putting off telling her about the Sixth Dimension being a computer game, and still wasn't sure that he should. Knowing about it had changed the way he thought about everything, he didn't even want to think about how it would affect Sparx. And then there was Random . . .

Ace was interrupted from his thoughts by his phone ringing. Pulling it out of his jacket he answered, expecting it to be Mark or Mark's best friend, Chuck.

"Lightning here."

"Um, Ace? Hi, it's Kat, Mark's friend."

"Kat?" Why would she call him? "Did something happen to Mark?"

"No, nothing like that."

"Oh. Then do you want to talk to Sparx?"

Ace knew the two of them had become friends since they'd been locked up together at the carnival. Ace guessed that Sparx had wanted another girl to talk to more that she let on.

"You'll do. I just rang to tell you that I'm down here with the big group of people."

"Really? Is everything O.K.?"

"Yeah, it's just a protest against some of the stuff this factory's been doing. Everything's fine."

Ace repeated this last bit to Sparx, who was staring down at the mob of angry townsfolk.

"Oh no it's not!" Sparx yelled back at Ace as she took off, "Tell Kat to get out of there! That huge truck is tipping over!"


	2. A strange Meeting

The Planeteers had arrived in Conestoga Hills the day before and were now busy spying on the factory from behind a fence. What they hadn't counted on was all the people protesting.

"It's good to see such an environmentally caring community. Gaia would be pleased." Linka was lying in the long grass that ran along the fence, squished between Wheeler and Gi.

"Maybe, babe, but it doesn't seem to have stopped these creeps from polluting the place." Wheeler replied. When he wasn't teasing Linka, he was flirting with her.

"Guys look! It's Sly Sludge!" Kwame shook his head. "I should have known he'd be involved in something like this!"

They watched the disgustingly overweight Eco-Villain, known for his willingness to do anything for money, as he sauntered out of the factory into a fenced off area. He stuck his tongue out at the angry crowd of people before climbing into a truck loaded with the highly toxic waste. Starting it up, he was stopped by a tall, slim, and shockingly dressed man striding out the factory door.

"Looten Plunder!" Gasped Gi.

Plunder was a tycoon of the crime world. He gave a few short, sharp commands, which the Planeteers couldn't hear over the noise of the crowd. Sly Sludge nodded and put the truck into gear. Watching him pull out, Kwame held up his ring.

"Earth!"

The bitumen cracked and buckled as a mound of dirt rose up in front of the truck. Not wanting to stop, Sludge swerved, tipping the truck sharply. Instead of righting itself, the dangerously overloaded truck continued to tip, threatening to spill its harmful contents right on the Planeteers.

Quickly assessing the situation, they didn't hesitate when Kwame held up his ring and shouted,

"Let our powers combine! Earth!"

"Fire!"

"Wind!"

"Water!"

"Heart!"

As each of the Planeteers called out their powers, a bright beam shot out from their rings. All five beams converged in the sky. Thunder boomed out as the light grew brighter and then took on a humanoid form.

"By your powers combined, I am Captain Planet!"

"Go Planet!" yelled the Planeteers, happy to see their friend.

With his sky blue skin, grass green hair, earth brown eyes, and sunshine yellow globe on his chest, it was clear Captain Planet was nature itself. He posessed all of the Planeteers powers, but magnified. Seeing the truck tipping over, he flew down to it and grabbed its bull bar. Taking care not to spill any of the toxins on himself, as it would weaken his power, he righted the truck. Whenever they summoned Captain Planet, and for all of the time he spent out helping the Planeteers, their rings didn't work.

"Planet and the Planet punks!" yelled Sly Sludge, climbing out of the truck and running into the factory, hot on the heels of Looten Plunder.

Captain Planet turned to face the Planeteers when he was suddenly hit in the back by a bolt of lightning. This attack completely threw him, and he fell forwards.

Looking up, Linka saw Sparx fly in on the Lightning Flash. Not knowing who or what Sparx was, but blaming her for the attack on Captain Planet, Linka grabbed a nearby brick and hurled it at Sparx, knocking her off the Flash. She hit the ground hard, feeling her energy levels drop. Undeterred, she jumped up and pulled out her sword. Pointing it at Linka, she demanded,

"What are you doing? I'm saving your butts here!"

"No, you're not! He is!" Gi pointed at Captain Planet, who was picking himself up off the ground. Sparx spun around and turned her sword on him instead.

"Sparx! What have I told you about flying off like that . . .?" Ace's voice trailed off as he took in the scene below him. Sparx, surrounded by a bunch of angry looking kids, was pointing her sword at some blue guy.

Making the most of the confusion, Sparx let out a whistle and did a high flip. The Lightning Flash zoomed in and caught her, and she joined Ace in the air.

"What is going on here?" Kat ran round the corner and found herself in a small bricked in courtyard, completely out of sight of the protesters. She stopped short. "Sparx, who are these guys, and what is that?!"

"Cute chick," muttered Wheeler, and received a kick in the shin from Linka.

"I am Captain Planet!" the blue man answered Kat's question.

"Well, whoever you are, you were trying to tip over that truck!" Sparx yelled at him.

"No, I was _stopping _it from tipping over."

"I'm calling Mark." Kat pulled out her phone.

"You wanna call me sometime?" Wheeler sidled up to her.

"You leave her alone, fly boy!" Sparx told him.

"Well, Captain Placid, would you mind telling us what you're doing here?" Ace asked him.

"That's Planet."

"Whatever."

"I'm saving the world from pollution and destruction!"

Ace and Sparx looked at each other.

Captain Planet stared at them. "Are you going to tell me what _you're_ doing here? And who you are while you're at it."

"I'm Ace Lightning, and this is Sparx. We're Lightning Knights, guardians of the Amulet of Zoar, inter-dimensional defenders, and protectors of the weak and innocent."

"So, in other words, what you're telling me is that you're both superheroes?"

"Yeah, so what are you?" Cut in Sparx.

"I am Capt---"

"Yeah, yeah. We got that bit. But you're not a superhero, right?"

"Of course he is! And a damn good one, too!" answered Gi.

"Oh, really?"

"Really."

"Everyone, calm down!" called Ma-Ti. "I can tell from their emotions that they mean well," he told his friends, pausing to look up at Ace with a slight frown before continuing, "even if they aren't particularly good at showing it."

"Excuse me, can I have everyone's attention for a moment?" said Kat.

"You got mine!" Wheeler told her, mostly to annoy Linka.

"Mark said he'd meet us at the Thunder Tower."


	3. At the Tower

"Where?" asked Kwame.

"It's our headquarters," Ace told him.

"It's a bit of a walk from here," said Kat.

"Or we could just take the GeoCruiser," suggested Wheeler.

"The what?"

"It's sort of a plane, and it's how we get around. Oh, and it's bright yellow."

"It's also environmentally friendly," added Gi.

"Nope. No way. We get enough 'alien sightings' around here as it is. Anyway, the walk will do you good." Kat nodded at the Knights.

"We'll meet you there," said Ace.

Kat started walking, and the Planeteers followed her.

Ace looked down at Captain Planet. "I assume you fly?"

In answer, Captain Planet rose into the air until he was level with Ace and Sparx. "Of course."

"Then let's go!" Sparx took off in the same direction the kids had taken. Ace and Captain Planet followed her, each trying to fly faster than the other.

"Men!" muttered Sparx, dropping to the floor of the Thunder Tower. She walked over to the transformer and stuck her hands in it.

"What are you doing?" Captain Planet asked her as he and Ace touched down at the same time.

"I'm powering up," said Sparx, as if it were the most obvious thing in the world.

"You're wasting energy!"

"No, she's utilizing it for the greater good of your dimension." Ace lined up behind her.

"The greater good? Energy is a precious resource. What use is your 'greater good' when it's all gone?"

"Trust me, if we didn't power up, you'd have a lot more to worry about than how much energy we use." Sparx stepped aside and let Ace use the transformer. He took twice as long as usual, just to annoy Captain Planet.

Mark and Chuck walked in soon after he'd finished. They stopped when they saw Captain Planet.

"Mark, Chuckdude, this is Captain Placard. He's an energy saver." Ace didn't go out of his way to explain.

"That's Planet. And I'm a environmental hero." Captain Planet nodded at the boys.

"Ace, what's all this about?"

"Mark!" Kat walked through the door, followed by the Planeteers. She introduced them.

"This is Kwame, Wheeler, Linka, Gi, and Ma-Ti. They're the Planeteers and they work with Captain Planet to stop the destruction of planet Earth." Kat had been putting her skills as a journalist to good use during the walk.

"Nice to meet you. I'm Mark, this is Chuck."

"Hey dudes, dudettes."

"So, is anyone going to tell us what's going on?" asked Mark. The Planeteers and Knights told their sides of the story, with Kat throwing bits in. She was sitting on the desk next to Sparx and scribbling down notes.

"So this Looten Plunder guy is paying Sly Sludge to dump toxic waste in the ocean?" asked Mark.

"Yep," seethed Gi.

"And we're here to stop it," added Linka. She smiled at Mark, getting her own back on Wheeler.

"Well," said Ace, "Now that's sorted we'd better let Captain Pathetic do his job. I for one would hate to stand in the way of a hero and his vital ecological mission." He waved his hand at the door.

"It's _Planet_!"

"Sure it is."

Sparx rolled her eyes. "Such maturity," she said to Kat, who didn't hear her. She'd been thinking over what the others had said, and something didn't fit.

"Why would a factory that makes rat poison have heaps of toxic waste? Wouldn't they use all the poisonous stuff in their product? And from what you've told us about this Plunder guy, he doesn't sound like the type to mess around with a small town factory."

The Planeteers looked at each other. She was right.

"What are you getting at?" Kwame asked her.

"I don't really know. I'm just saying it doesn't make sense. What do you guys reckon?"

"I can picture Sludge being involved in something like this, but Plunder?" Wheeler sounded confused.

"Maybe we should go back to the factory, see if they're making anything other than rat poison," suggested Kwame.

"We'll come," said Kat. Mark and Chuck nodded reluctantly. Mark could tell that Kat wasn't going to be talked out of this, so he figured it would be a good idea to tag along and make sure nothing bad happened to her. She was still new to the hero business.

"Ace, Sparx. You coming?" asked Mark.

Ace looked ready to shake his head when Sparx spoke up.

"Come on Ace, It's been ages since anything interesting has happened. I'm _dying_ for some action."

Ace sighed. "Yeah, why not?"

"Then let's get moving," Captain Planet said, jumping up.

"After you, Captain Sunshine."

"It's PLANET!"


	4. At the Factory

Fifteen minutes later, the eight kids met up with the superheroes outside the factory. On the walk there, Mark had explained to the Planeteers about how Ace and the others had arrived in their dimension from his computer game.

"But that is impossible!" Linka had an extensive knowledge of computers.

"It's not when you have a whack job like Rick in control of a huge supercomputer."

"Sounds wild," commented Wheeler.

"Dude, you have no idea!" replied Chuck.

"Actually, our job is no piece of cake either. There are plenty of Eco-Villains that would be happy to get rid of us and Captain Planet." Kwame told them.

As they neared the factory, an irate "It's Planet!" echoed back to them.

"Hey, what's with that?" asked Gi

Chuck laughed. "Ace just isn't very good with names. It took him ages to learn Mark's, and he still calls me Chuckdude. He'll probably never learn any of yours."

"Ah,"

The group stopped and looked up. The three heroes hovered overhead impatiently. They were near a wall, and completely out of view of the protesters.

"What took you so long?" asked Sparx. She was beginning to get sick of the two heroes' constant bickering.

Mark didn't even bother to go over the whole 'we can't fly' thing again. "How are we going to go about this?"

"I guess we'll just sneak in," said Kwame. "Can anybody see somewhere that we can get in without being seen?"

"That fire escape looks good." Wheeler pointed at it.

Captain Planet flew over to it and opened the door very slightly. "All clear. Let's go."

"Right you are, Captain Plast--"

"Ace…" Sparx warned, climbing off the Flash and onto the platform in front of the door.

She followed Captain Planet in, then Ace, Kwame, Mark, Kat, Wheeler, Linka, Chuck, Gi, and Ma-Ti walked in. They found themselves on a mezzanine floor that was obviously used for storage. There was a huge pile of empty crates nearby. Ducking behind these, the group took turns to stick their heads out and look around.

"Oh, my goodness!" whispered Linka in a panicked voice. "Looten Plunder and Argos Bleak, Sly Sludge and Ooze, Dr. Blight and MAL , Duke Nukem and Leadsuit, Hoggish Greedly and Rigger, Verminous Skumm, and a bunch of new freaks!"

As the rest of the Planeteers reeled at the news, Sparx stuck her head over the top of the crates. Seeing an all too familiar outline amongst the many strangers, she clapped her hand over her mouth to smother a gasp and ducked back down. One look at her face was enough for Ace, Mark, Chuck and Kat.

"Fear?" whispered Kat.

Sparx nodded. "And the others."

"Oh, no!" Mark groaned quietly.

"What?" asked Captain Planet.

"We need to go back out and talk." Mark told him.

They slowly filed out, one by one, until only Ace and Sparx were left.

"Come on, Ace." Sparx looked at Ace, but he was so busy staring at Fear he didn't hear her. Sparx didn't like the look on his face. Grabbing his sleeve, she pulled him out after her. Once they were outside, Ace shook himself loose and turned to Sparx.

"We have to destroy him!"

"Destroy who?" asked Captain Planet.

"Perhaps we should discuss this somewhere else," suggested Mark.

As everyone shuffled off to the Thunder Tower yet again, Captain Planet turned to Ace and Sparx, who were deep in conversation.

"Are you coming, or will I take it from here?" he asked.

"That would take a competent hero," replied Ace.

"Which is why I offered."

Sparx sighed and jumped onto the Flash. "Can we just go?"

The three took off.

When the kids arrived at the Tower, Ace and Sparx were pacing while Captain Planet was staring at an opposite wall, deep in thought.

Planet turned around, and did a quick head count.

"Where's Gi?"

"She went to get the Geo Cruiser," Kwame told him. "We're going back to Hope Island. We've got a lot to discuss with Gaia and these guys," he nodded towards the Knights, Mark, Chuck, and Kat.

"What?" asked Ace. "We can't just take off like that. We need to stay here and crush Fear!"

"Ace, calm down," said Mark. "We need to take control of this situation. And now we're every bit as involved as these guys. Our parents don't expect us back for the rest of the day, and we'll be back before night. We need time to plan our actions."

"What is there to plan?" Sparx pulled out her sword, and the Planeteers all took a step back. "All we've gotta do is charge in, blast the bad guys and we're done."

Mark looked at Ace. "You really think that'll work?"

Ace sighed and stood up, "O.K. But we're back before night!"


	5. Calling ALL Knights

Gi parked the Geo Cruiser in front of the Tower.

"How far away is this island?" Ace asked Kwame.

"A fair way. But the Cruiser will make it in easy time," he answered.

"Ace," said Sparx. "I was thinking, there's a lot of machinery in that factory, and heaps of bad guys. We could really use Random for this."

As soon as he heard the word machinery, Mark knew what was coming. "It would be very, very dangerous if he switched sides during this. And one of you would have to ride in this Geo Cruiser thing in case he takes control of it."

"I will!" Sparx was glad for an excuse to see how this Geo thing worked.

Ace sighed. "Well, we can ask him."

"Ask who what?" Captain Planet appeared next to them.

"Must you do that?" Ace asked in annoyance.

"It's the only way I'm going to find anything out from you," was the reply.

"We're going to go see if a friend of ours, another Lightning Knight, will help," said Sparx. She jumped on the Flash, grabbed Ace, who was in the middle of a staring contest with Planet, and took off. "We'll be right back!"

When they arrived at the junkyard everything was quiet.

"Random Virus, show yourself!" yelled Ace.

Random Virus, part humanoid and part machine, rolled out from a small shed.

"Ace, Sparx? What's happening?" he asked.

Ace smiled, relieved that his friend's good side was in control. "We've got a situation."

"What kind of situation?"

"Some stuck-up, pathetic excuse for a superhero has shown up and is--"

"Fear's back." Sparx interrupted Ace, worried they'd be there all day. "And a bunch of other bad guys. There's a new hero and his friends here to help us. We're going to their headquarters to talk, but we need you."

"I guess that sums it up," said Ace.

"It sounds like I'd only complicate matters," said Random dejectedly. "You'd be better off without me."

"Random, please. We need you." Ace placed a hand on his friend's shoulder.

"We have to go now," Sparx looked at Random. "Please?"

Random sighed. "Fine." He didn't sound too happy about it. "I'll meet you at the Tower."

"There's no time," said Ace. He grabbed one of Random's arms, and Sparx took the other. They lifted Random into the air and flew back to the Tower.

After they arrived, and introduced Random to the others, everyone except Ace and Captain Planet climbed into the Geo Cruiser. It was a bit of a tight fit. Random, Ma-Ti, Wheeler and Chuck sat in the isle between the seats. Gi drove, firing questions at Random about his mechanical parts, which intrigued her. Sparx, who had left the Lightning Flash behind, sat next to Gi, and watched her pilot the Cruiser with confidence and ease. After a while, she shifted her gaze out the window, where Ace and Captain Planet were trying to outdo each other in aerial acrobatics. She sighed.

"Stupid human emotions."

"There is nothing wrong with emotion," Ma-Ti told her.

Sparx turned in her seat and faced at him. "Try dumping a huge bunch of them on a hero who's never had them, and then leaving him to deal with it."

"That might be why he's been acting so stupid around Captain Planet," added Mark. "He's probably jealous."

"Not jealous," frowned Ma-Ti. "Just concerned. Perhaps he feels threatened."

"How can you tell?" Sparx asked him.

"My power is heart. I can tell what people are feeling." Ma-Ti told her.

"And he can sometimes _control_ what people are feeling," Wheeler threw in.

"Really?" asked Random, hopefully.

Ma-Ti smiled up at him. "Yes, but you are going to have to find a way to control your own emotions."

Random nodded, but couldn't hide the disappointment on his face. People were always happy to give him good advice, but it didn't stop his evil side from taking over.

The rest of the journey was spent with Linka and Chuck talking about computers, Kat and Mark writing a story for the school paper, Wheeler and Sparx discussing martial arts, Gi and Random talking about the latest in environmentally friendly fuels, Kwame watching the two heroes outside in amusement, and Ma-Ti playing with his pet monkey.

"We're here!" Gi announced. There was a slight bump as they landed, and then the engines shut off. The door opened and the travelers stepped out.

"Oh, wow," breathed Kat. The others had to agree. Hope Island was beautiful, covered with plants and surrounded by a pristine beach. The sun was high in the sky and birds were singing in the trees.

"Come on," Captain Planet led them down a narrow path into the dense jungle. "It's time to go see Gaia."


	6. Meeting Gaia

**A/N: Sorry if I've stuffed up with Gaia, I can't really remember her. Much thanks to Sarah Frost for the Rick/Babs idea.**

After several minutes of walking the four heroes, eight kids, and one monkey came to a small grass hut. Entering, they found Gaia waiting for them.

"I have been expecting you," she told her visitors. "Mark, Charles, Katherine, you are welcome to my home." The latter two squirmed at her using their full names.

"Ace Lightning, Random Virus and Sparx. You are welcome to my world."

"How'd you know our names?" asked Sparx.

"I must keep track of every visitor to my world, as well as every inhabitant." She looked at the troubled faces around her.

"But as none of you are here for pleasure, let us get down to business." As she spoke Gaia extended her arm towards a door.

"It's always a pleasure," said Captain Planet as he passed Gaia. Ace rolled his eyes.

When they had all assembled in the next room, they found themselves looking at a large screen. Without a single word or visible command from Gaia, the screen flickered to life. An image of the Conestoga Hills Rat-Rid factory lit up in front of them.

"Hey, how'd you do that?" Chuck sounded amazed.

Gi elbowed him in the ribs. "Shh."

"As you are now aware, Looten Plunder has been operating from this factory. What you were perhaps not aware of was that he bought it several months ago."

The image on the screen switched to inside the factory, to where Looten Plunder and Argos Bleak, Sly Sludge and Ooze, Dr. Blight and Mal, Duke Nukem and Leadsuit, Hoggish Greedly and Rigger, Verminous Skumm, Lord Fear and his staff, Googler, Pigface, Anvil, Rotgut, and Dirty Rat were all assembled.

"Oh, great. Seventeen to twelve. Seventeen evil freaks to four heroes and a bunch of kids." Sparx sighed. "Still, we've had worse."

"At least Kilobyte isn't there," Ace told her, before asking Gaia, "How come Fear has joined the other creeps?"

Gaia sighed. "It is a long, and slightly tragic, story."

"Those are the best kind," said Kat.

"Many years ago, Dr. Blight was Barbara Blight, and was studying advanced biology at university. She was also dating Richard Blake who was studying computer technology, and proving to be very good at it too. He helped her build MAL, before she dumped him to become an Eco-Villain. Richard was devastated, but by now Dr. Blight didn't care for anyone other than herself. Two years ago, Richard contacted Dr. Blight to gloat about his plans to take over the world. Dr. Blight took no notice, until regular 'alien sightings' started occurring in the area where Richard was now living. She put two and two together and went to find him, sure she could use him again. When she arrived, she found Richard's computer store abandoned, but couldn't find him. She broke in and found the computer in the back room, from which she found out about Fear and his cronies, and the Lightning Knights. She found Fear easily through the computer, and made a deal with him. If he helped her with her plans, she'd help him destroy the Knights. Now there was only one thing stopping her." Gaia paused and smiled at her friends. "Captain Planet and the Planeteers. Dr. Blight knew she would need help from her fellow Eco-Villains if she ever wanted to destroy you. She called Looten Plunder, who bought the factory and gathered together all the others. They want to destroy you. The only thing they were not counting on was the Knights and Planeteers joining forces."

"Then I guess that our only hope of defeating them is making sure they don't find out we have. At least until we attack them." said Captain Planet.

"Wait a minute! Who said we've joined forces?" demanded Ace.

Sparx groaned and slapped her forehead.

"We don't have a choice, Ace. We need to beat these guys, before they all come after us," Mark told him.

"Don't forget the code, Ace," Random reminded him. "If they defeat these people and us, there will be no one to protect this dimension, or ours."

"Our dimension doesn't matter," Ace told him. "But this one does. Fine, we'll help."

"I knew you'd make the right choice," said Mark.

"Then we'd better work out our plan," Kwame suggested.

"I thought that was obvious," said Sparx. "We storm in, swords - and rings -drawn, and whoop their butts."

"Sounds good to me!" agreed Wheeler, enthusiastically.

"Slow down, you two. Perhaps we should learn more about each others' enemies first." Gi couldn't help smiling.

---

" . . .and this is Pigface, his main weapon is his snot, which he squirts at you through his nose." Ace stood by the screen, telling Captain Planet and the Planeteers about Fear and his cronies.

"Eeew!" Linka squirmed.

"That's the lot." Ace sat down and Kwame approached the screen.

"I guess it's our turn, then. First up we have Looten Plunder." The screen zoomed in on Plunder, who was strolling around the factory, wearing a garish hazchem suit. "As you know, he bought the factory, which should give you some idea of his wealth. His regular offsider is Argos Bleak, who commands Plunder's personal army."

"Personal army?" choked Mark "So now we don't just have to take on seventeen of the freaks, but a _whole_ army?"

Kwame nodded. "Next up is Hoggish Greedly." The screen showed Greedly fighting over a chocolate bar with Pigface.

"His sidekick is Rigger, strong, but not too bright. Like your Anvil."

Kwame went on to list the rest of the Eco-Villains, with the screen displaying each one as he described them.

"Dr. Blight, who it seems can be blamed for this mess, is a scientist gone horribly wrong. MAL is her super computer."

"I think I know someone who can take care of him," smiled Random.

"That'll help, but he's only a small problem compared to this guy, Verminous Skumm. A mutant rat with a penchant for all things filthy. I haven't seen his rat pack yet, but that doesn't mean they're not around. This is Sly Sludge and his assistant, Ooze. Sludge will do anything for money. Last we have Duke Nukem. Don't go near this guy unless you're wearing protective clothing, like everyone else in the factory is. He's just one big radioactive creep. Leadsuit is practically his slave, he's too cowardly to stick up for himself."

"Well, if you're finished, I think I'll find a quiet place to sit and cry, seeing as we're all dead," moaned Chuck.

"Don't give up, Chuckdude. We'll figure something out, right Ace?" Sparx said.

"Umm, sure," He didn't sound too confident.

"We've been here a while." Mark checked his watch. "Maybe we should head back, before our parents miss us."

"Yeah, and I have to meet the school paper deadline for tomorrow," added Kat.

"I'll fly you," Kwame stood up.

"I'll come along, to make sure nothing happens," said Captain Planet.

"I'm perfectly capable of that," Ace told him.

"There's always the return journey," Planet replied.

Ace and Captain Planet both rode in the GeoCruiser, Ace to save power, and Captain Planet to annoy Ace. Sparx, Random, Mark, Kat, Chuck, and Kwame spent most of the trip stopping them from arguing. The rest of the Planeteers had stayed on Hope Island. It was dark when they arrived at Conestoga Hills. After dropping Random off at the junkyard, Kwame flew the GeoCruiser to the Thunder Tower. Within seconds of landing, Ace and Captain Planet were fighting over their plans for the following day. Sparx sighed and entered the tower.

"It stinks in here," she muttered, powering up. She heard a noise that sounded like the wind rushing in her ears when she flew. Turning around, Sparx was faced with a huge wall of flames. They completely covered the door, and the roof was shut, there was no way out!


	7. Fire!

Outside, Ace and Captain Planet's argument was interrupted by a loud cackling.

"Fear!" Ace spun around and readied his cannons.

Captain Planet heard a cold, feminine laugh. "And Dr. Blight!"

Ace started firing towards the woods, not bothering to look for Fear, just hoping to hit him.

"Help!" Sparx yelled from inside the Tower, but Ace didn't hear her. Mark, Chuck, Kwame and Kat had all jumped back into the GeoCruiser when Ace had started firing. Captain Planet, trying to use the flashes of light Ace was creating to see Dr.Blight, was the only one who heard her.

"Ace, your--" he started to say, before diving out of the way of a stray bolt.

"Help!" Sparx sounded scared. Planet took one look at Ace, and knew what he had to do.

Throughout her career as a Knight, Sparx had battled mutant pigs, power-hungry skeletons, and walking dead guys, but never flames. Although she didn't know it, it wasn't just smoke overpowering her, but chemicals as well. She was finding it hard to see clearly, let alone stay standing.

"Help!" she yelled, or at least thought she did. "Help me. . ." She started sinking to the floor, and barley heard Captain Planet bursting through the wall.

As soon as he entered the toxic cloud of smoke, Captain Planet was weakened. His only vice was toxins and pollutants. As he started to fall to the floor, he willed himself to stay up. Parting the flames, he began searching for Sparx. She was crumpled on the floor, the fire creeping closer to her still form. Commanding the flames to stay back, Captain Planet flew down, grabbed Sparx, and pulled her out through the hole he had made in the wall. He laid her on the ground outside, before collapsing beside her.

"Sparx!" Kat ran towards them.

Sparx, coughing uncontrollably, tried to sit up. Kat helped her, and started wiping soot from her face and hair.

"Captain Planet!" Kwame joined them, followed by Chuck.

"Toxic smoke . . . weakened me. Must…return to earth . . . to recharge." Kwame nodded.

"Wait!" Sparx grabbed Captain Planet's arm. "Thank you."

Captain Planet nodded. Turning to Kwame, he said, "The power is yours," before disappearing.

As soon as he had seen Captain Planet break into the Tower, and the smoke come pouring out, Mark had rung the fire brigade. He was now struggling to convince them that it wasn't a prank call.

Ace gave up on finding Fear, who was satisfied that a least one of the Knights had been destroyed, and had left. Ace turned around and noticed the hole and the smoke. "What the . .? Sparx!" he saw her on the ground with Kat beside her. "What happened?" he ran over to them. Sparx started to explain, but was stopped by another fit of coughing.

"Lord Fear and Dr. Blight set the Tower on fire. Sparx was trapped inside. While you were out here shooting at your own shadow, Captain Planet saved her." Kat told him, somewhat curtly.

"Where's Planet now?" Ace asked Kwame.

"He had to return to the earth to recharge,"

"Guys, quick! I've got the fire brigade coming, but they can't see you two, and we kids don't want to spend the night in prison as prime suspects for burning down the observatory."

"You three go home, I'll take these two back to Hope Island," said Kwame.

"I'll call you tomorrow, Ace," yelled Mark, taking off with Kat and Chuck.

Sitting next to her in the GeoCruiser while Kwame piloted, Ace tried to apologize to Sparx.

"Sparx, I'm sorry. I should have been there to help you, and I wasn't. It's just, after what Fear did to Lady Illusion, and he's been hiding for so long, I couldn't control myself. I had to destroy him . . . Sparx?" Ace had expected some sort of snappy comment by now. He looked down, and realized that Sparx was asleep, using his shoulder as a pillow. He smiled and put his arm around her.

Sparx hated apologies, mostly because she was normally the one making them. Certain that he'd finished, she sighed quietly and fell asleep for real.

The rest of the Planeteers crowded around Kwame and Ace, who was carrying the still sleeping Sparx, when they arrived back on the Island. They had felt the power return to their rings, and knew something had happened. Kwame filled them in while Gaia showed Ace where to put Sparx for the night.

"I take it you'll be staying here a while, then." she said.


	8. Back on the Island

The next day, Sparx was up and about, feeling fine. Gaia had provided the Knights with enough energy to power up, and they were now down on the beach with the Planeteers, watching them play a game of volleyball. The boys' team scored another goal against the girls', and Sparx jumped up in agitation.

"That's it!" She joined the girls to even the odds. "You're gonna have to teach me how to play this," she warned them.

A few minutes later, Ace's phone rang. It was Mark.

"Hi, Ace. How's Sparx?"

"She's fine. She's playing some sort of game with a ball."

"O.K. Well, we have to go to school today, so you might want to stay there and work out some kind of plan for defeating the bad guys."

"Why can't we do that at the Thunder Tower?" asked Ace.

"Um, because it's full of people trying to work out who set it on fire, and how much it's gonna cost to fix it. And also why there's a big _hole_ in the wall."

"Oh."

"Yeah. I read in the newspaper this morning that chemicals were used to fuel the fire. Sparx was lucky to get out. These Eco-Villains have taken it up a notch, Ace."

"And there's no one around to protect you, kid. So be careful."

"Don't worry, Ace. We will. See you."

"Bye, kid." Ace hung up and thought about Mark's words. If they couldn't find the Knights, Ace figured the bad guys would probably think that they'd died in the fire, leaving Mark and his friends as open targets.

"'Sup?" Sparx sat on the sand beside him, a huge grin on her face. The girls had won. Possibly because mysterious little breezes from Linka's ring had kept snatching the ball from the boys, but that was beside the point.

"Mark rang."

"And?"

"He said we're going to have to stay here until they fix the Tower."

"Oh, well. I can think of worse places to stay than on a tropical island paradise."

"Normally, I'd agree. But right now, we need to be back there protecting Mark, and figuring out how clear up this mess."

Sparx nodded. Ace was about to say something, but Sparx beat him to it. "Let me guess, we need to talk strategy."

"Yep."

Sparx sighed.

---

"It would be good if we could find a way to take out Duke Nukem first, so we don't have to wear Hazchem suits the whole time we're fighting. They're great when it comes to stopping radiation, but hopeless to fight in." said Kwame.

Ace, Sparx, and the Planeteers were sitting in a circle on the beach, a large floor plan of the factory etched in the sand.

"Besides, Captain Planet can't help us until Nukem's radiation is gone."

"Can we lure him away from the others and blast him?" asked Sparx.

"Lure him away, maybe. Blast him, no. It may work on your enemies, but it would kill ours or cause them to explode." Gi told her.

"Rats."

"So, how do we handle your other freaks?" Ace asked.

"Well, you're stronger than most of them, and Sparx can fight, so I guess that would be the way to go," Kwame told him

"Um, speaking of fighting, Sparx, how should we handle _your_ bad guys?" asked Linka. Gi nodded.

Sparx smiled at the girls. "You use what your beloved nature has provided,"

"What?"

Sparx grinned even more. "Your knee, and their particulars,"

"Ahh."

"Right, then," Wheeler shifted uncomfortably. "Now that's sorted, who's taking on whom?"

"Bags I Dr. Blight!" called out Sparx. "She and I have some _issues _that need sorting,"

"Take it easy, Sparx. We're going to have to spread ourselves out a bit further than just one each," warned Ace.

"So? I can handle it."

"O.K.," said Kwame, "We've got five days before Mark, Chuck, and Kat are free from school. That's not a whole lot of time to prepare for one of the biggest battles of our lives. Wheeler, I want you to study every inch of that factory via the screen. Watch what those guys are up to, learn their routine. Linka, if Wheeler finds any alarms, you need to work out how to trip them. We need to get in quietly."

"I guess that means you and me'll be working together, babe." Wheeler grinned at Linka.

Kwame turned to Gi. "Gi, can you remember what was on the labels of the crates we hid behind?"

"Yeah, various chemicals, a few poisons. Why?"

"You need to work out what they're making in that factory, and find out what they're up to. Ma-Ti, you help our new friends here, show them around; tell them anything they want to know. I'll do a background check on the factory, see if there's any historical importance, hidden tunnels, that sort of thing. And I'll try and find a place where we can get at Nukem without drawing attention to ourselves." He turned to Ace and Sparx. "You guys do what you need to do, Ma-Ti will be around to help you. We'll all meet back here this evening for a progress report."

Everyone stood up, and Kwame, Wheeler, Linka, and Gi filed off towards Gaia's hut, Leaving Ace Sparx and Ma-Ti standing on the beach.

"Hey, kid," Sparx asked Ma-Ti, "How come you got stuck babysitting us?"

"Sparx!" said Ace.

Ma-Ti smiled at him, "It is O.K." He turned to Sparx. "The other Planeteers do not think I can handle as much responsibility as them, because I am so young,"

"But I thought you had the most important power, that sounds like a lot of responsibility to me," frowned Ace.

Ma-Ti shrugged. "So what do you have planned for today?"

"Is there anywhere that we can use for target practice?" Sparx asked him.

"Sure. Follow me."

Inside the hut Wheeler slapped the screen in front of him impatiently. "If only this stupid thing had sound, then we could listen in on them and find out what they're up to easily."

"Well, it doesn't, Yankee. So get to work." Linka told him.

Gi was sitting beside them, scribbling down what was on the labels of all the drums and crates lying around the factory. When she had a long list, she disappeared into her lab to work out what they were making with their toxic ingredients. Kwame had taken his laptop outside, and was perched up a tree to get some peace and quiet. He typed 'History Conestoga Hills' into a search engine, and started hunting.

"Looks like it's just the two of us, then." Wheeler yawned, and stretched his arm around Linka, just as she saw what she wanted, a small security camera with a company abel on it. Linka stood up.

"No, it looks like it's just you." She went into her room and started working on her computer.

"Great." Wheeler sank back in his chair and sighed. It was going to be a long day.

"I'm bored," Sparx told Ace, who was doing chin-ups on a branch. They had practiced their aim by blasting coconuts perched on rocks of varying heights. Any that weren't completely destroyed quickly had had the milk sucked out of them by Suchi, Ma-Ti's monkey.

Ace stopped his chin-ups and looked at Sparx, hanging upside-down from another branch. He sighed. "We still haven't thought of a way to tell Random about what's been going on. I'd ask Mark to, but there's no telling what mood Random will be in."

"I could try and send him a message," offered Ma-Ti. "One of my powers is telepathy."

Ace shrugged. "Go for it, kid."

Ma-Ti nodded and raised his hand with the ring on it to his head. Closing his eyes and concentrating, he sent out a thought to Random, whose mind was much harder to penetrate than most.

Random, waiting around at the junkyard, tried to ignore the new voice at first, certain that it was his evil side trying to take over again. He had fought it for a long time, and he wasn't going to let it get to him now.

_Random Virus, it is me, Ma-Ti, one of the Planeteers, _he heard it say.

_No! I don't believe you. You're not going to win this! I'm a Lightning Knight! _he shot back at it.

_Random, please believe me. Ace and Sparx are here with me. I'll ask them to say something._

Random waited a moment, not sure if he could trust this new voice. It started again suddenly.

_Ace says 'Please listen Lightning Knight,' and Sparx says . . . Um, Sparx says, 'Get real, Lugnut! This is a serious situation we've got here!'_

Random couldn't help smiling. _All right, I'll listen. What do you need to tell me?_

Ma-Ti, sitting on the beach on Hope Island, smiled up at the other two Knights, before telling Random about the fire, and that Ace and Sparx were staying on Hope Island to help the Planeteers plan for the battle while Mark and his friends were at school.

_Thanks, Ma-Ti. I'll be ready, _Random sent when the story was finished.

_I believe you, my friend. _Ma-Ti cut the connection and stood up. "He'll be ready," he told Ace and Sparx. "So now it is important that you are."


	9. Busting In

**A/N: Sorry this took so long, I lost the disk. And all my readers mutter "Yeah, right!" But I swear it's true. Enjoy!**

The next few days passed quickly for most, although Sparx and Wheeler were bored stiff by Friday. Wheeler had spent the entire time watching the bad guys, and was now confident that they'd be able to catch Nukem off guard before they went into battle. Kwame's research into the factory had come to nothing, but they now knew that the only way for the bad guys to escape was through one of the usual exits. Gi had been in her lab every day, trying to work out what they were making, but as far as she could tell, no commercial product could be made from the chemicals in the factory. Linka was certain that she could get past the security system with no hassles. Ace and Sparx had been doing some pretty heavy training, with Ma-Ti's help. His hard work and perseverance had won both of the Knights' respect.

As they piled into the GeoCruiser in the dark of Saturday morning, they were all feeling pretty confident about the approaching battle.

"Do not forget, you are still greatly out-numbered, and they may be expecting you," Gaia reminded them.

"Don't worry, Gaia," Gi replied.

"Yeah, we're the good guys. We can't lose." Sparx added.

"But you can, and possibly will. And remember, don't kill anyone, violence is not the solution."

"We promise to avoid violence if we can, Gaia," Kwame was at the controls of the Cruiser.

"What part of 'we're Lightning Knights, we blast people' makes you think that's possible?" Sparx asked.

"The 'but we also happen to be very caring people' part that I know is in both of you," Gaia told her. "Now hurry! You have a mission to complete."

As the GeoCruiser lifted into the air, Ace contemplated what Gaia had just said. Caring people? But, they weren't real.

---

When the GeoCruiser landed in front of the Thunder Tower a few hours after sunrise, Mark, Chuck, Kat, and Random were waiting for them. The Tower, abandoned by the builders for the weekend, was in pretty bad shape.

"That's nothing, you dudes should've seen it the morning after the fire! I'm telling you, it's hard to believe Sparx wasn't burned to a crisp!"

"Chuck!" Mark elbowed him, but Sparx didn't look too upset.

"When can we move back in?" she asked, as the Lightning Flash came out from its hiding place in the woods to meet her.

"Um, the latest news report said it should be finished in a month. I don't know what we're going to do with you 'till then."

"Don't worry, kid. If we lose today, we're not going to need anywhere to stay." Ace reminded him.

"Are we all ready?" Mark looked around at the group. Three superheroes, one emotionally insecure, one mentally insecure, and one over-confident, and eight kids.

"Oh, boy," he muttered, "It's gonna be one of those days." In a louder voice he said, "Let's go!"

Sparx and Ace walked along with the rest of the group, to listen to Mark telling them what had happened around the factory when he and the others went spying (nothing), and to keep an eye on Random, who seemed to be in full control of his evil side. The Planeteers told the others what they had learned during the week.

When they arrived at the factory, Wheeler checked his watch.

"We timed that well. Nukem should come out in twenty minutes for his daily radiation recharge. His source is in that shed over there. If we can get him before he's recharged, it'll be a lot easier."

"Maybe you guys should let us handle this. There are no spare HazChem suits, and we don't know what kind of effect radiation can have on people from a--another dimension." Kwame told Mark and the others, as the Planeteers suited up.

"Fine, we're going to need all the energy we have when we get in there, anyway," said Ace, before Sparx could object.

"I hate these things," grumbled Gi, stepping into the heavy, bulky suit.

"It's better than being fried," Linka reminded her.

"I know, I know."

As they waited, the group went over their plans, sorting out any last wrinkles and going over it until it was entrenched in their memories.

"Here he comes," Wheeler looked up from his watch and nodded at the huge, fluorescent yellow figure emerging from one of the factory's many doors.

Mark, Kat, Chuck, and the Knights all waited impatiently as they watched the Planeteers slowly approaching the shed where Nukem and his lackey, Leadsuit, were headed. They ducked behind it, and Kwame knelt to the ground and muttered something, before standing up, clutching a handful of green foliage. At the same moment that Leadsuit opened the shed door for Nukem, the Planeteers sprang into action, a difficult thing to do in HazChem suits. They grabbed Nukem and Leadsuit from behind, Kwame shoving something in Nukem's mouth, while Linka used her ring to send Leadsuit spinning into a fence. After a brief struggle, Nukem fell to the ground. Wheeler, Gi, and Ma-Ti dragged him over to the long grass and hid him with the now unconscious Leadsuit. Then all five of them ran back to the others and stripped off their suits.

"It's O.K. to summon Captain P. if we need him," Kwame informed them.

"Great," mumbled Ace.

Sparx glared at him "He did save me, you know,"

"Yeah, well, at least I don't wear my undies outside of my clothes!" Ace shot back. Sparx mentally agreed that that _was_ a major fashion mistake.

"So much for no violence," said Chuck.

"That was not violence," said Linka, polishing her ring. "It was . . . necessary force."

"What did you do to Nukem?" Kat asked Kwame.

"I fed him some Deadly Nightshade, it's a herb,"

"But isn't that . . . deadly?"

"I didn't give him a lethal amount, and Nukem has the constitution of an ox. But he'll be feeling pretty sick when he wakes up."

"Now for phase two, for which I'll pass you on to the lovely Linka," said Wheeler. "We've got fifteen minutes before Nukem's due back, and I guess another five after that before anyone notices he's missing."

Linka smiled before saying, "There's a security lock on all of the doors, if we can get in and activate it or, better still, activate it and then get in, there'll be no escape for them. The only thing I don't know is how to operate it."

Sparx grinned at Random. "Think you can help?" she asked him.

"I might be of some use. There."

Linka looked from Random to Sparx and back again. "There what?"

"The locks are activated. I'll let us in."

Linka nodded. "I don't suppose you can program the cameras to replay the same piece of footage in a continual loop, so they don't see us?"

Random was quiet for a moment, then said, "Done."

"Great," said Linka.

Kwame nodded, "Then I think we're ready."


	10. It's On!

**A/N: This is for all of youwho have forgotten most of the Captain Planet charas:No. I did not intend Babs/Fear. Babs just flirts with every male thing she can find. Hence the weird tension between her and her robot. Ew.**

**Enjoy!**

"Why'd we invite Nukem anyway?" grumbled Dr. Blight, who was climbing into her chic, powder pink and white HazChem suit, expecting the fully charged Nukem to come back from his daily radiation soak.

"Because," said Looten Plunder through gritted teeth, "He's more powerful than most of the buffoons in this room, especially the mob _you_ hired."

"We weren't hired, we're in partnership with you. Besides, you can't pay for evil like ours." Lord Fear told him.

"That's right, Fear darling. And once you've helped us get rid of Captain Planet and the Planet Punks, we'll finish helping you destroy Space Frightening, or whatever his name is." Babs had the habit of calling every guy 'Darling', or 'Dear'.

"It's Ace Lightning," said Staffhead

"Of _course_ it is! Some of the names these heroes have nowadays. . . whatever happened to simple names, like Lightning Man? They were _so_ much easier to remember."

"Lightning Man?" muttered Ace. "I like it."

Sparx elbowed him in the ribs. "Then I'd have to be Lightning_ Girl_. Eck."

They were all hiding behind stacks of crates scattered around the mezzanine floor. The plan was for all of them to jump down and attack when Kwame gave them the signal.

"Who put him in charge, anyway?"

Mark was hiding with Wheeler and Linka, and got the feeling that they would rather be alone. _Probably why I was stuck here, _he thought to himself. He looked around at the other stacks of crates where he knew Kat was hiding with Kwame and Ma-Ti, Ace with Sparx, and Chuck with Gi. Random was waiting outside, and Ma-Ti would give him a message when it was time to attack. Mark pulled out his wrist cannon and slipped it on. He loved the feeling of power it gave him; he never felt defenseless when he wore it. Wheeler and Linka's mouths dropped open when they saw it.

"What?" Mark hissed. "You've got your rings."

"But if you use that on people . . ." Linka started.

"Don't worry. I don't want a murder charge. I'll use it on Fear's lot."

"Boss, how much longer before we destroy Lightning?" They all heard the Rat's whine.

"As soon as we've helped eliminate this Punky Planet guy and his sidekicks. Babs says that will be soon, they can never resist sticking their noses in where they don't belong."

_Babs?_ Sparx screwed up her nose _Fear was never on first name terms with Lady Illusion. Unless Snookums _was _her real name._

"That's right, Fear dear. With the amount of toxins that Sly Sludge has been dumping in their precious ocean, they won't be able to stay away. What they won't be planning on is all of us - and you guys - being here to surprise them! Well, they did see Sludge. And Looten, but they don't know about the rest of us. Then, we'll go hunting for _your_ enemies and be done with them, as well."

"He he. That'll be easy! Now that Sparx is gone, Lightning won't have anyone to help him except those mortal brats." Gloated Staffhead.

_So, it _is_ a trap, _thought Ace. _I guess they weren't expecting us to team up with Crispy Planet, then. _

On the mezzanine floor, they all saw Kwame's hand start counting down, 5,4,3…

"Uh oh," muttered Ma-Ti. Kwame stopped his countdown.

"Uh oh what?" asked Kat.

"I am having trouble reaching Random Virus."

Kat clapped her hand to her forehead. "Great!"

Waiting outside, Random hadn't even noticed his evil side creeping up on him, it was so gradual. By the time he knew, it was too late. He tried to warn Ma-Ti, but his evil took over completely, and all Random could do was fight it, and hope it passed quickly. Every second he spent watching his evil side wreak havoc was torture for him.

"Oh no," said Ma-Ti. "He is going to--" The rest was lost as Random Virus, his evil side in full control, smashed his way through the doors.

"Everybody, NOW!" yelled Kwame, hoisting himself over the railing. He and Wheeler let rip with a few war cries. Ace and Sparx were next, then the rest of the Planeteers. Mark, Chuck, and Kat paused at the railing.

"If we jump that, we'll break our necks!" Chuck was freaking out.

"We don't really have a choice." Mark took a deep breath, and threw himself over. Kat followed, and eventually Chuck did as well. They jumped up off the floor, looking for threats and targets.

The bad guys, caught off guard by Random Virus crashing through the doors, and from the others jumping to the floor all around them, stood stock still for a few seconds, before fighting back with a few war cries of their own. Random Virus grabbed hold of the nearest person, who, fortunately for the good guys, was Sly Sludge. Ma-Ti kept trying to get through to Random, but it seemed useless.

When he saw Random Virus approaching Sparx, who was fighting Verminous Skumm and didn't see him, with his claw raised, Ma-Ti made a decision. It was against everything he thought was right, every moral and principle he had, but Ma-Ti knew sometimes certain choices had to be made, even if he didn't agree with them.

The good Random, the _real_ Random, fought his evil side with all his might. He saw himself approaching Sparx, saw his claw raised. _Attacking from behind? You coward! _he shot at his evil side.

_Silence, weakling! _his evil side commanded.

_No! I've put up with you for too long! I don't need you, but you need me. That makes you weak, a weak, pitiful coward! _

_He is right! _Ma-Ti joined him, battling Argos Bleak physically and Random's evil side mentally. _Random, listen. I can make it go away, only for a short time, but long enough for you to fight the good fight._

Random considered his options. He could let Ma-Ti take his bad side away, but how would he feel? This was a fight he needed to win on his own.

_No. Thanks for the offer, but I need to do this on my own._

Ma-Ti was relieved. His ring possessed so many powers that scared him. He didn't believe in messing with others' minds.

Sparx ducked Verminous' fist and looked around. "Random?"

He was behind her, his claw raised. His eye flickered from red to green, and he grinned at her, a triumphant grin. Then he grabbed Verminous by the throat and tossed him at a wall, which he slid down to land on top of Sly Sludge.

"Perfect timing, as usual." Sparx returned Random's grin, before charging towards Dr. Blight.

Dr. Babs Blight saw her coming. "No!" she gasped. "You're dead! I saw you, I lit the fire!"

"Yeah, well, sorry to disappoint you, but you're just gonna have to try harder!"

"MAL, _darling_, do something!"

"Mary had a little lamb, little lamb, little lamb. Mary had a . . ." MAL, Dr.Blight's supercomputer, was now well and truly under Random's control. Still singing, he started chasing Argos Bleak.

"Stop it! And stop singing!" Bleak wailed.

Ace, who had singled out Fear the moment the fight began, was now locked in a furious battle with him.

"You'll never leave here alive! Babs is going to help me destroy you all!" Fear gloated.

"In case you haven't noticed, Bonehead, we've got a few new friends ourselves!"


	11. Battle It Out

**A/N: Okay, people. From now on, this is semi AU. BecauseI have already made a li'l mistake with Dr. Blight, apparently she _doesn't_ call every male thing Dear, etc. Although I still think she'd call Fear that, to keep him sweet. But it's probably not the only thing I forgot, so from now on, any 'mistake' was done on purpose. Got that? This is the second last chap.**

---

Ace fired at Fear, but he jumped out of the way, and returned the shot. Ace sidestepped, and the bolt hit Pigface, who was trying to eat Linka. He disappeared with a squeal, and Linka turned angrily to Rotgut, tearing him apart with a powerful blast of wind. A hand flew into Dr.Blight's eye, and Sparx made the most of the opportunity, grabbing a nearby chair and smashing it over her head.

"Next time you feel like cooking something, use a chicken." she told the unconscious woman.

"Crickey!" said Staffhead, noticing. "That girl comes back from the dead more often than you, m' Lord."

"Shut up, stick!" Fear took another shot at Ace, and hit him in the chest.

Ace retaliated, knocking Fear to the ground. "Right where you belong, in the dirt," he told him.

"Ace, I know you're angry, but I didn't mean to send Lady Illusion back to the Sixth Dimension. I thought she was you!" Fear grovelled.

"That's very comforting, Fear, but you would have killed her anyway." Ace was about to blast Fear again but was knocked down by an empty chemical drum.

"You may not be the hero I wanted to destroy today, but you'll do!" Looten Plunder yelled. "Do it, Skeleton!"

"'Ere now," began Staffhead, "Lord Fear doesn't take orders from mmmph!"

"Quiet, stick!" snapped Fear, holding a hand over the staff''s mouth. "It will be a _pleasure_."

"Y'know, we could really use another superhero about now!" Sparx told Random, who was helping her fight Ooze.

Argos Bleak, still being chased by the singing MAL, finally collapsed on the floor. Random made MAL switch directions and chase the Rat, before replying.

"There's not much we can do about that. It has to be the Planeteers."

Mark, taking another shot at Anvil, heard enough of their conversation to know what they wanted.

"Kwame!" Kwame looked up from tying all the fallen bad guys together with vines he had made grow through the floor to see Mark tracing a 'C.P.' in the air. He nodded, before standing up.

"Let our powers combine!" He yelled at the other Planeteers.

"Earth."

"Fire."

"Wind."

"Water."

"Heart."

As the lights formed in the centre of the room, the Lightning Knights made the most of their enemies' distraction. Ace jumped up off the floor and took to the air, Random sent Ooze crashing into a pile of boxes, and Sparx blasted the Rat, putting him out of the misery MAL was giving him. Random then switched MAL off, finally ending the medley of nursery rhymes.

Chuck and Kat, who were fighting Rigger, were yanked behind a stack of crates by the Planeteers. Mark was already there.

"The power is gone from our rings," Kwame told them. "It's up to the heroes now."

"Who started the party without me?" Captain Planet landed beside Sparx, who shot him a welcoming smile.

"Nice of you to join us, Chopper." Ace did his best to sound friendly, the guy had saved Sparx, after all.

"It's Cap-- Never mind."

The kids watched as Ace, Sparx, Random, and Captain Planet lined up and faced Lord Fear, Looten Plunder, Hoggish Greedly, Anvil, Rigger, and Googler.

Ace fired up his cannons, Sparx pulled out her sword, Random raised his claw, and Planet straightened his back.

Lord Fear clutched his staff, Plunder grinned evilly, Hoggish Greedly snorted offensively, Anvil and Rigger jostled each other for space, and Googler hopped excitedly from one foot to the other.

Fear fired the first shot, missing Ace but hitting Random, who sent it right back. Anvil charged Random, with Rigger right behind him. Googler went hurtling towards Planet, who took to the air just in time. Greedly approached Sparx.

"You shouldn't have come here, little lady,"

Outraged, Sparx put her knee where she knew it would be most effective, then clubbed him over the head with the handle of her sword. "Don't call me Lady!"

Random, holding off Rigger with his hand, sent Anvil spinning like a top into the pile of crates the kids were hiding behind. Mark blasted him until he disappeared, before joining the others behind the next pile over. After Anvil, Rigger was easily dealt with, and Random tossed him onto the human pile that was Hoggish Greedly.

Captain Planet, dodging Googler yet again, sent an icy cold blast of air at the clown, freezing him mid-air. Rather that hitting the ground and smashing into little pieces, Googler disappeared. Planet joined Sparx and Random, who were looking for Looten Plunder.

Ace, still fighting Fear, had taken to the air. He flew down and grabbed the top crate from a pile and pulled the lid off. Tipping it upside-down, he dropped The heavy metal crate over Fear, creating a mini prison. Ace then grabbed the unconscious Hoggish Greedly and sat him on top of the upturned crate.

"Try getting out of there!" laughed Ace.

"Woah!" Sparx went crashing into Ace. She'd found Plunder. Random turned towards him and saw him flick a small switch hidden in a recess in the wall.

All the doors unlocked and slid open, and Plunder's private army marched in.

Sparx got up off the floor and let out a small "Oh."

Ace, Planet, Sparx, and Random turned to face the countless number of soldiers that had somehow managed to fit into the room. Mark, Kat, Chuck, and the Planeteers slowly came out of their hiding places and stood beside the heroes.

"Well, it looks like you've got more than enough to keep you busy," said Plunder, dashing for the nearest exit. "So I'll leave you to it." His laugh could be heard echoing through the factory as he made his exit.

"This is gonna be good!" crowed Fear, suddenly very happy for the safety of his prison.

"Is it Okay to blast these guys?" Sparx asked Captain Planet, but he didn't answer. His eyes were closed, and his hands were held to his chest. He was using the power of Heart, Ma-Ti's power, to try and control the army.

In one movement, the entire army stood to attention. The sound of their boots stomping on the cement floor echoed around the room like a clap of thunder. Mark closed his eyes and grabbed Kat's hand. _We're too young!_

The Knights braced themselves for the attack, lining up in front of the kids in the hope of protecting them. Only Planet didn't move. He frowned in concentration; he'd never tried to control so many before.

As one, the army started to move. But instead of attacking, they turned on the Eco-Villains, carting them outside and tossing them into the back of an empty sludge truck.

"What are they doing?!?" asked Kat.

Captain Planet slowly let himself relax. "They're taking them for a trip to the local police station."

Ace, Sparx, Random, Mark, Chuck, Kat, and the Planeteers all let out a long sigh of relief. Wheeler swept Linka up in a hug; Mark and Kat followed suit. Chuck and Kwame shook hands, and Sparx jumped on Ace. She hugged his neck and ruffled his hair before jumping off again and thumping Captain Planet on the back.

"Nice one. Now I owe you twice!" She didn't seem to mind.

"Seems I owe you as well," said Ace slowly. Pride was one of the many emotions that he was just getting used to.

"No. Planet Earth, and I, are in your debt. You stayed and helped us, although you didn't have to. We'll always remember that."

Random smiled as he watched this, he knew that Ace had a lot to deal with; and he knew how that felt.

"Random?" He looked down and saw Ma-Ti looking up at him. The boy hesitated for a moment, then threw his arms around Random's middle. Random froze in surprise, then gently patted Ma-Ti's back. Ma-Ti pulled away and looked up at Random again.

"I am very proud of you, my friend."


	12. The End

**A/N: Is Finished! Review to show your gratitude at those words!**

"Sparx, can we talk?" Ace stuck his head through the door of Gaia's hut on Hope Island.

"Sure." Sparx got up off the floor, where she'd been going through some of her daily exercises.

"Have you heard from Mark?" she asked as they wound their way down the track that led to the beach.

"Yeah, he said that they've finished working on the Tower. It was open to the public today, but it's closed again now. We can go home tomorrow." They had been on Hope Island for almost a month now, enjoying what Mark had told them was a well deserved holiday.

"You know what bugs me?" said Sparx suddenly. "We let Fear get away. And Plunder. I can't believe we were so stupid!" During the celebrations, no one had noticed Fear lift the crate, no longer held down by Greedly, and escape. The police had searched all over Conestoga Hills for Plunder, but he had disappeared.

"I think we'll have another opportunity to nab Fear. And I reckon Plunder will try something shady soon enough. Captain Plaster will be ready for him."

They reached the beach and sat down. Sparx kicked off her boots and buried her toes in the sand. She laid back and closed her eyes, relaxing in the sun.

"You're a redhead, you'll burn easily," Ace warned her. Sparx just shrugged.

"I'll live."

Ace sighed. "Sparx, there's something I have to tell you. It's a really hard thing to deal with, and I'll understand if you're upset, but . . .we're not . . . Sparx, we're not--"

"Real?" Sparx finished for him. Ace looked at her in surprise. Her tone was light, her face relaxed.

"How did you know?" he asked.

"Oh, Kat let it slip ages ago."

"And you weren't upset?" Ace sounded incredulous.

"Yes. Very." Sparx sat up and looked at Ace seriously. "I was just as upset about the fact that you hadn't told me, as I was about not being real."

"But you're not anymore?"

"Yes, I am, it still really bothers me that you couldn't say anything. We're partners, Ace, you should be able to tell me stuff like that."

Ace sighed again. "I know, I know."

"But I'm cool with the 'not real' thing."

"You are?"

"Yep."

"But . . . why? It really gets to me."

Now Sparx sighed. "You remember that day when we were doing target practice and I threw a plate at you, and then stormed out?"

Ace winced. "Yes."

"That was the day after I found out. I was really upset. When I left that day, I had every intention of blasting myself back to the Sixth Dimension. I figured if I wasn't real, it wouldn't matter."

"So, what happened?"

"I stubbed my toe." She got a familiar annoyed look on her face. "Really hard, too."

"And . . ." prompted Ace, confused.

"And, as I was hopping around saying stuff that I won't repeat, it occurred to me. How can someone who isn't real stub their toe? Hard enough to make their 'unreal' eyes water? They can't. I don't know if the Sixth Dimension is real, whether someone found out about it and used it for a computer game, or if it's a figment of someone's imagination, but I know we're real. You and me and Random. We're real people that can feel and hurt and love and hate and stub our toes. I don't care how my existence began, if I was born or created, I only know I'm really lucky to have that existence, and that I want to make the most of it." She lay back down. "Even if that means getting burned to a crisp on a tropical island, or burned to a crisp in the middle of a battle to save the world."

Ace sat and digested her words for a long time. He heard the waves crash on the shore, and the birds singing in the trees behind him. He looked down at Sparx, who had fallen asleep. He didn't know if what she had said was right, but he saw the sense in it. She was the most passionate person he knew, and the most crazy. But she was right about one thing. He _was_ lucky to be here, to be given this opportunity.

**Fin.**


End file.
